Articles

Learn how Ontario’s private issuer exemption under NI 45-106 works, who may rely on it, the exclusion for investment funds, the requirements for permitted purchasers, and the circumstances in which an issuer may lose private issuer status. This guide outlines key compliance considerations for private financings.

A private placement memorandum (PPM) is a disclosure document commonly used in Ontario exempt market offerings, especially under the accredited investor exemption. Although generally not required by securities legislation, a PPM supports investor disclosure, compliance, and risk management. This article explains what a PPM is, how it differs from an offering memorandum (OM), and when issuers use one.

Trust structures can be effective for certain Canadian private investment funds, particularly where distribution mechanics or specific Income Tax Act (Canada) objectives are important. They also introduce trustee fiduciary duties, added governance requirements, and a greater likelihood of “investment fund” characterization with related regulatory consequences. This guide reviews the Ontario legal framework and key structuring trade-offs.  

In Ontario and across Canada, private issuers often choose between the accredited investor and offering memorandum exemptions in NI 45-106. This article explains how each route affects investor eligibility, disclosure, suitability, filing, and liability, with practical examples to support exemption planning in real-world raises, including Toronto-based issuers.

Ontario, Canada’s offering memorandum (OM) exemption under NI 45-106 can broaden access to capital beyond accredited investors, but it requires disciplined disclosure, careful marketing controls, and reliable closing and filing processes. This guide explains the legal framework in Ontario, key definitions and limits, practical steps to run an OM offering, and common regulatory focus areas.

A GP/LP limited partnership is the most common structure for private investment funds in Ontario, Canada. This article explains how Ontario partnership law, NI 45-106 prospectus exemptions, NI 31-103 registration rules, and practical compliance expectations fit together when forming, marketing, and operating an LP-based fund.

A Real Estate Investment Trust (REIT) can be an efficient vehicle for pooling capital for income-producing real estate, but it requires careful structuring under trust law, Canadian tax rules, and Ontario securities regulation. This article explains how REIT formation and operations work in Ontario, Canada, including requirements under the Income Tax Act (Canada), NI 45-106, and NI 31-103.

A mutual fund trust (MFT) can be a flexible and tax-efficient structure for pooled investments in Ontario, Canada. When properly structured, an MFT may support the flow-through of income and gains to investors under the Income Tax Act (Canada), while also engaging securities law requirements relating to exempt distributions, registration, and investment fund regulation. This guide explains how trust law, NI 45-106, NI 31-103, NI 81-106, and MFT qualification requirements fit together in practice.

A mortgage investment corporation (MIC) can be an efficient vehicle for pooling capital for mortgage lending, but it requires careful alignment of tax qualification rules, Ontario securities regulation, and, in some cases, FSRA licensing under the MBLAA. This guide explains MIC formation, fundraising under NI 45-106, registration analysis under NI 31-103, and practical compliance considerations.

Launching a private investment fund in Ontario, Canada requires careful planning around structure, prospectus exemptions, registration obligations, and ongoing compliance. This guide explains how Ontario securities law applies to private funds, with practical discussion of National Instrument 45-106, National Instrument 31-103, and common regulatory issues faced by fund sponsors.